Notes to the Financial Statements
1. Standards
2. Other statutory disclosures
2.1 Guarantees, assets pledged in favor of third parties
| 31.12.2020 | 31.12.2019 | |
| MCHF | MCHF | |
| Guarantee notes, MEUR 0 (PY: MEUR 325), 0.688%, due 30.03.2021 | 0.0 | 352.5 |
| Guarantee Revolving Facility, due 06.11.2022 | 500.0 | 500.0 |
| Guarantee GRI Pensions | 0.1 | 0.1 |
The guarantees are limited to the distributable reserves of the company.
2.2 Significant investments
| 2020 | 2020 | 2019 | 2019 | |
| Ownership in % | Capital stock | Ownership in % | Capital stock | |
| Geberit Holding AG, Rapperswil-Jona | 100 | TCHF 39,350 | 100 | TCHF 39,350 |
| Geberit Reinsurance Ltd., Guernsey | 100 | TEUR 2 | 100 | TEUR 2 |
The investments are stated separately at the respective acquisition costs, less any adjustments required. The indirect investments are shown in the Notes to the Consolidated Financial Statements in the Note 32.
2.3 Share capital
The share capital of Geberit AG consists of 37,041,427 ordinary shares with a par value of CHF 0.10 each.
| 2020 | 2019 | |
| Number of shares issued | pcs. | pcs. |
| January 1 | 37,041,427 | 37,041,427 |
| December 31 | 37,041,427 | 37,041,427 |
2.4 Capital contribution reserves
The capital contribution reserves of MCHF 4.2 as of December 31, 2020 were used for the share buyback program.
2.5 Treasury shares
Treasury shares held by Geberit AG or by companies in which Geberit AG holds a majority interest:
| Prices per share | ||||
| Number of registered shares |
High | Average | Low | |
| in CHF | in CHF | in CHF | ||
| Balance at December 31, 2019 | 1,034,123 | |||
| Purchases share buyback program 2017 - 2020 | 261,543 | 461.07 | 406.00 | 376.14 |
| purchases share buyback program 2020 - 2022 | 94,700 | 572.66 | 543.05 | 523.50 |
| Other Purchases | 132,169 | 564.11 | 511.41 | 372.03 |
| Sales | -106,701 | 575.00 | 491.73 | 388.20 |
| Balance at December 31, 2020 | 1,415,834 | |||
| Number of treasury shares held by Geberit AG | 1,120,794 | |||
The Board of Directors of Geberit AG decided in March 2017 to initiate a share buyback program. Over a maximum period of three years, shares for a total amount of maximum CHF 450 million will be repurchased, less withholding tax. The program was concluded in March 2020. A total of 1,026,094 shares for a total amount of MCHF 439.7 Mio were repurchased under the program.
The share buyback program announced on 10 March 2020 was started in September 2020. Over a maximum period of two years, shares for a total amount of maximum CHF 500 million will be repurchased, less withholding tax. As at December 31, 2020, in total 94,700 shares for a total amount of MCHF 51.4 were repurchased under the program.
The Board of Directors will propose to the General Meeting the cancellation of the shares repurchased under the share buyback program 2017 – 2020 and the shares repurchased by the end of February 2021 under the share buyback program 2020 – 2022. In total 1,167,094 shares (3% of shares outstanding) have been bought back under the programs. The capital reduction will release MCHF 512.8 free reserves and MCHF 4.2 capital contribution reserves.
The legal reserves for treasury shares were recorded at cost.
2.6 Bonds
Geberit has the following bonds outstanding:
- a bond of MCHF 300 with a term of two and a half years
and a coupon of 0.35%, due 20.10.2022
- a bond of MCHF 150 with a term of eight years and a coupon of
0.3%, due 17.04.2023
- a bond of MCHF 125 with a term of five and a half years and a coupon of 0.1%,
due 17.10.2024
- a bond of MCHF 125 with a term of nine and a half years and a coupon of 0.6%, due
17.10.2028
2.7 Shareholdings of members of the board of directors and of the group executive board
As of the end of 2020 and 2019, members of the Board of Directors held the following shares in the company:
| A. Baehny Chairman |
H. Reuter Vice Chairman |
F. Ehrat | E. Zehnder-Lai | B. Koch | W. Karlen | Total | |
| 2020 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | 94,525 | 8,204 | 3,843 | 1,340 | 372 | 0 | 108,284 |
| Call-Options | 19,328 | 0 | 0 | 0 | 0 | 0 | 19,328 |
| Share of voting rights | 0.26% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.0% | 0.29% |
| A. Baehny Chairman |
H. Reuter Vice Chairman |
F. Ehrat | E. Zehnder-Lai | B. Koch | Total | |
| 2019 | ||||||
| Shareholdings Board of Directors | ||||||
| Shares | 71,415 | 9,030 | 3,348 | 877 | 10 | 84,680 |
| Call-Options | 41,864 | 0 | 0 | 0 | 0 | 41,864 |
| Share of voting rights | 0.19% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.23% |
As of December 31, 2020, there were no outstanding loans or credits between the company and members of the Board of Directors
As of the end of 2020 and 2019, the Group Executive Board held the following shares in the company:
| Maturity | Average exercise price in CHF |
C. Buhl CEO |
R. Iff CFO |
R. van Triest |
M. Bau- müller |
M. Ziegler | C. Rapp | Total | |
| 2020 | |||||||||
| Shareholdings Group Executive Board | |||||||||
| Shares | 14,690 | 28,280 | 700 | 4,024 | 3,582 | 751 | 52,027 | ||
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.14% | ||
| Call options1 | |||||||||
| End of vesting period: | |||||||||
| Lapsed | 2021-2027 | 357.20 | 21,392 | 0 | 6,058 | 4,107 | 1,781 | 1,617 | 34,955 |
| 2021 | 2024-2028 | 409.97 | 19,945 | 10,746 | 6,653 | 3,462 | 2,548 | 766 | 44,120 |
| 2022 | 2025-2028 | 424.97 | 47,421 | 22,641 | 14,498 | 11,294 | 11,377 | 1,775 | 109,006 |
| 2023 | 2028-2029 | 429.13 | 88,457 | 40,603 | 29,627 | 23,711 | 32,109 | 24,436 | 238,943 |
| Total options | 177,215 | 73,990 | 56,836 | 42,574 | 47,815 | 28,594 | 427,024 | ||
| Percentage potential share of voting rights options | 0.48% | 0.20% | 0.15% | 0.11% | 0.13% | < 0.1% | 1.15% | ||
| 1 Purchase ratio 1 share for 1 option. The unvested options are subject to a performance-based vesting condition. | |||||||||
| Maturity | Average exercise price in CHF |
C. Buhl CEO |
R. Iff CFO |
K. Spach- mann |
E. Renfordt- Sasse |
R. van Triest |
M. Bau- müller |
M. Ziegler | Total | |
| 2019 | ||||||||||
| Shareholdings Group Executive Board | ||||||||||
| Shares | 12,772 | 28,316 | 12,000 | 646 | 400 | 3,408 | 2,908 | 60,450 | ||
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.16% | ||
| Call options1 | ||||||||||
| End of vesting period: | ||||||||||
| Lapsed | 2021-2026 | 372.20 | 8,041 | 695 | 119 | 10,240 | 1,431 | 3,228 | 2,316 | 26,070 |
| 2020 | 2023-2027 | 409.97 | 13,351 | 7,608 | 6,751 | 3,664 | 4,627 | 1,983 | 921 | 38,905 |
| 2021 | 2024-2028 | 409.97 | 19,945 | 10,746 | 9,684 | 5,161 | 6,653 | 3,462 | 2,548 | 58,199 |
| 2022 | 2025-2028 | 424.97 | 47,421 | 22,641 | 19,765 | 10,714 | 14,498 | 11,294 | 11,377 | 137,710 |
| 2023 | 2028 | 432.20 | 6,871 | 3,266 | 3,011 | 1,594 | 2,036 | 1,527 | 1,696 | 20,001 |
| Total options | 95,629 | 44,956 | 39,330 | 31,373 | 29,245 | 21,494 | 18,858 | 280,885 | ||
| Percentage potential share of voting rights options | 0.26% | 0.12% | 0.11% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.76% | ||
| 1 Purchase ratio 1 share for 1 option. The unvested options are subject to a performance-based vesting condition. | ||||||||||
As of December 31, 2020, there were no outstanding loans or credits between the company and members of the Group Executive Board
2.8 Significant shareholders
According to the information available to the Board of Directors, the following shareholders have attained or exceeded the threshold of 3% of the share capital of Geberit AG:
| 31.12.2020 | 31.12.2019 | |
| Black Rock, New York (notification dated: 09.08.2019) | 5.21% | 5.21% |
| Geberit AG, Jona (notification dated: 18.03.2020) | 3.08% | < 3.00% |
| Fiera Capital, Montreal (notification dated: 08.05.2020) | 3.06% | < 3.00% |
2.9 Employees
In Geberit AG no employees are employed.
